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                                  EXHIBIT 4.20

                       GUARANTEE AND POSTPONEMENT OF CLAIM

TO: JAMES E.H. DARBY

FOR VALUABLE CONSIDERATION, receipt whereof is hereby acknowledged, the
undersigned hereby guarantees payment on demand to JAMES E.H. DARBY (hereinafter
called the "Lender") of all debts and liabilities, present or future, direct or
indirect, absolute or contingent, matured or not, at any time owing by
CONSOLIDATED ENVIROWASTE INDUSTRIES INC. (the "Borrower") to the Lender or
remaining unpaid by the Borrower to the Lender, heretofore or hereafter incurred
or arising and whether incurred by or arising from agreement or dealings between
the Lender and the Borrower or by or from any agreement or dealings with any
third party by which the Lender may be or become in any manner whatsoever a
creditor of the Borrower or however otherwise incurred or arising anywhere
within or outside the country where this guarantee is executed and whether the
Borrower be bound alone or with another or others and whether as principal or
surety (such debts and liabilities being hereinafter called the "liabilities");
the liability of the undersigned hereunder being limited to the sum of TWO
MILLION, ONE HUNDRED AND SIXTY THOUSAND, SIX HUNDRED AND EIGHTY DOLLARS AND
NINETY-EIGHT CENTS ($2,160,680.98) together with interest thereon from the date
of demand for payment at the rate set out in Section 2.4 of the loan
consolidation agreement made effective as of the 1st day of October, 2003
between the Lender and the Borrower as the same may be amended, extended,
renewed, replaced, restated, supplemented, superseded and in effect from time to
time as well after as before default and judgment.

          AND THE UNDERSIGNED HEREBY AGREES WITH THE LENDER AS FOLLOWS:

(1)     The Lender may grant time, renewals, extensions, indulgences, releases
and discharges to, take securities (which word as used herein includes
securities taken by the Lender from the Borrower and other assets of the
Borrower held by the Lender in safekeeping or otherwise, and other guarantees)
from and give the same and any or all existing securities up to, abstain from
taking securities from or from perfecting securities of, cease or refrain from
giving credit or making loans or advances to, accept compositions from and
otherwise deal with, the Borrower and others and with all securities as the
Lender may see fit, and may apply all moneys at any time received from the
Borrower or others or from securities upon such part of the liabilities as the
Lender deems best and change any such application in whole or in part from time
to time as the Lender may see fit, the whole without in any way limiting or
lessening the liability of the undersigned under this guarantee, and no loss of
or in respect of any securities received by the Lender from the Borrower or
others, whether occasioned by the fault of the Lender or otherwise, shall in any
way limit or lessen the liability of the undersigned under this guarantee.

(2)     This guarantee shall be a continuing guarantee and shall cover all the
liabilities, and it shall apply to and secure any ultimate balance due or
remaining unpaid to the Lender.

(3)     The Lender shall not be bound to exhaust its recourse against the
Borrower or others or any securities it may at any time hold before being
entitled to payment from the undersigned of the liabilities. The undersigned
renounces to all benefits of discussion and division.

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(4)     All indebtedness and liability, present and future, of the Borrower to
the undersigned is hereby assigned to the Lender and postponed to the
liabilities, and all moneys received by the undersigned in respect thereof shall
be received in trust for the Lender and forthwith upon receipt shall be paid
over to the Lender, the whole without in any way limiting or lessening the
liability of the undersigned under the foregoing guarantee; and this assignment
and postponement is independent of the said guarantee and shall remain in full
force and effect notwithstanding that the liability of the undersigned under the
said guarantee may be extinct.

(5)     This guarantee and agreement shall not be affected by any change in the
name of the Borrower, or by the acquisition of the Borrower's business by a
corporation, or by any change whatsoever in the objects, capital structure or
constitution of the Borrower, or by the Borrower's business being amalgamated
with a corporation, but shall notwithstanding the happening of any such event
continue to apply to all the liabilities whether theretofore or thereafter
incurred or arising and in this instrument the word "Borrower" shall include
every such corporation.

(6)     This guarantee shall not be considered as wholly or partially satisfied
by the payment or liquidation at any time or times of any sum or sums of money
for the time being due or remaining unpaid to the Lender, and all dividends,
compositions, proceeds of security valued and payments received by the Lender
from the Borrower or from others or from estates shall be regarded for all
purposes as payments in gross without any right on the part of the undersigned
to claim in reduction of the liability under this guarantee the benefit of any
such dividends, compositions, proceeds or payments or any securities held by the
Lender or proceeds thereof, and the undersigned shall have no right to be
subrogated in any rights of the Lender until the Lender shall have received
payment in full of the liabilities.

(7)     All moneys, advances, renewals, credits and credit facilities in fact
borrowed or obtained from the Lender shall be deemed to form part of the
liabilities, notwithstanding any lack or limitation of status or of power,
incapacity or disability of the Borrower or of the directors, partners or agents
of the Borrower, or that the Borrower may not be a legal or suable entity, or
any irregularity, defect or informality in the borrowing or obtaining of such
monies, advances, renewals, credits or credit facilities, or any other reason,
similar or not, the whole whether known to the Lender or not. Any sum which may
not be recoverable from the undersigned on the footing of a guarantee, whether
for the reasons set out in the previous sentence, or for any other reason,
similar or not, shall be recoverable from the undersigned as sole or principal
debtor in respect of that sum and shall be paid to the Lender on demand with
interest and accessories.

(8)     This guarantee is in addition to and not in substitution for any other
guarantee, by whomsoever given, at any time held by the Lender, and any present
or future obligation to the Lender incurred or arising otherwise than under a
guarantee, of the undersigned or of any other obligant, whether bound with or
apart from the Borrower; excepting any guarantee surrendered for cancellation on
delivery of this instrument.

(9)     The undersigned shall be bound by any account settled between the Lender
and the Borrower, and if no such account has been so settled immediately before
demand for payment under this guarantee any account stated by the Lender shall
be accepted by the undersigned as conclusive evidence of the amount which at the
date of the account so stated is due by the Borrower to the Lender or remains
unpaid by the Borrower to the Lender.

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(10)    This guarantee and agreement shall be operative and binding upon every
signatory thereof notwithstanding the non-execution thereof by any other
proposed signatory or signatories, and possession of this instrument by the
Lender shall be conclusive evidence against the undersigned that this instrument
was not delivered in escrow or pursuant to any agreement that it should not be
effective until any conditions precedent or subsequent had been complied with,
unless at the time of receipt of this instrument by the Lender each signatory
thereof obtains from the Lender receiving this instrument a letter setting out
the terms and conditions under which this instrument was delivered and the
conditions, if any, to be observed before it becomes effective.

(11)    No suit based on this guarantee shall be instituted until demand for
payment has been made, and demand for payment shall be deemed to have been
effectually made upon the undersigned if and when an envelope containing such
demand, addressed to the undersigned at the address of the undersigned last
known to the Lender, is posted, postage prepaid, in the post office, Moreover,
when demand for payment has been made, the undersigned shall also be liable to
the Lender for all legal costs (on a solicitor and own client basis) incurred by
or on behalf of the Lender resulting from any action instituted on the basis of
this guarantee. All payments hereunder shall be made to the Lender at the
address of the Lender set out in such demand made by the Lender to the
undersigned.

(12)    This instrument covers all agreements between the parties hereto
relative to this guarantee and assignment and postponement, and none of the
parties shall be bound by any representation or promise made by any person
relative thereto which is not embodied herein.

(13)    This guarantee and agreement shall extend to and enure to the benefit of
the Lender, and his heirs, administrators, successors and assigns, and every
reference herein to the undersigned is a reference to and shall be construed as
including the undersigned and the heirs, executors, administrators, legal
representatives, successors and assigns of the undersigned, to and upon all of
whom this guarantee and agreement shall extend and be binding.

(14)    Prime Interest Rate of Royal Bank of Canada is the annual rate of
interest announced from time to time by Royal Bank of Canada as a reference rate
then in effect for determining interest rates on Canadian dollar commercial
loans in Canada.

(15)    The undersigned has expressly requested that this document be drawn up
in the English language.

(16)    This Guarantee and Postponement of Claim shall be governed by and
construed in accordance with the laws of the Province of British Columbia
("Jurisdiction"). The undersigned irrevocably submits to the courts of the
Jurisdiction in any action or proceeding arising out of or relating to this
Guarantee and Postponement of Claim, and irrevocably agrees that all such
actions and proceedings may be heard and determined in such courts, and
irrevocably waives, to the fullest extent possible, the defence of an
inconvenient forum. The undersigned agrees that a judgment or order in any such
action or proceeding may be enforced in other jurisdictions in any manner
provided by law. Provided, however, that the Lender may serve legal process in
any manner permitted by law or may bring an action or proceeding against the
undersigned or the property or assets of the undersigned in the courts of any
other jurisdiction.

(17)    The undersigned hereby acknowledges receipt of a copy of this agreement.

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(18)    The undersigned hereby waives undersigned's right to receive a copy of
any Financing Statement or Financing Change Statement registered by the Lender
or any verification statement issued with respect to any such registration.

(19)    For the purpose of greater clarity, it is hereby declared to be the
intention of the parties that this guarantee shall be construed so as to impose
the like obligation upon the undersigned as if the undersigned had covenanted as
principal, jointly and severally with the Borrower, with respect to the
liabilities.

DATED THIS 10TH DAY OF FEBRUARY, 2004.

THE CORPORATE SEAL OF                     )
THE ANSWER GARDEN PRODUCTS LTD.           )
was hereunto affixed in the presence of:  )   C/S
                                          )
 "Doug Halward"                           )
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Authorized Signatory